A Study On The Limited Liability In Civil Law

The civil liability may be classified into two categories: limited liability and unlimited liability. At present there are many problems concerning the limited liability in the civil law textbooks and articles such as unclear statement, confused logic, etc. Through the approaches of historical analysis, comparison and generalization, this article attempts to clarify some wrong concepts, and reveal the inherent connotation of the limited liability as well.This article is consisted of five major sections.Section One "limited liability generalization" briefly introduces and evaluates the concept and type of limited liability for the purpose of making necessary theoretical preparation for the following detailed analysis and discussion.In the traditional civil law, liability means the debtor's proprietary assurance of debt. In principle, debtors should take all property they owned as the assurance of fulfilling debts. This is named unlimited liability. The so-called limited liability means that the debtor only bears liability within a specific scope of property and is exempted from the difference between the exact number of liability and the specific scope. Therefore, limited liability can only be "limited liability of the thing". " people's limited liability" or" limited liability of quantity" and other different types of limited liabilities put forward by some scholars are the restriction on quality, duration and types of the debt rather than the restriction on debtor's liability, which shall not be deemed as an independent category of liability.Section Two, Section Three and Section Four mainly discuss three kinds of typical limited liability in the civil law respectively: the peculium in the Roman law, limited liability of limited inheritance in the civil law system and limited liability of shareholders in company law.Section Two discusses limited liability of peculium in the Roman law.Peculium in the Roman law is the earliest form of limited liability in the history of civil law. patafamilias and master bears liability only within the scope of peculium for the debts which take place on the peculium due to alieni iuris's behaviors. Actually, this system derives from that Roman law does not admit the personality of filiifamilias and slave so that "alieni iuris" can't become the owner of property. Ignoring the influence of Roman law's rigid personality system, we could conclude that alieni iuris in fact bear debts by their own peculium. Peculium represents the irrationality of the personality rule in Roman law and encourages the advent of individual personality and own liability existing in modern civil law.Section Three mainly discusses the limited liability in the limited inheritance.Limited inheritance is considered as the most important illustrations of the limited liability. After detailed analyzing the limited inheritance system in the continent law system, I have found that although the continent law adopts the direct inheritance system so that the legacy itself has no nominal personality, subject to the relevant procedural rules though which inheritance is carried out, it actually has independent legal statuses. Nominally the heirs have the ownership of the legacy, but they are not entitled to dispose such legacy. Therefore, the statement that inheritors bear limited liability within the scope of the legacy to debts only indicates that every individual has independent personality and bears his own debts. This logical statement does not possess any other special meanings. In fact the current limited inheritance system in China law is a restriction upon the quantity of the debts that inheritors should assume other the restriction on the liability itself. Due to the lack of applicable procedural rules with respect to the management and liquidation of the legacy, subject to the evidence rule called "who claims, who put forward the proofs" in procedural law, the actual effect of the implementation of limited inheritance in China is that the inheritor has a wanton liability or even no lia...